Blue Ant Media Inc., currently a privately owned company controlled by Michael MacMillan, announced Monday morning it has entered into a definitive agreement that will see it go public via a reverse takeover of Boat Rocker Media Inc. (BRMI).
Under the agreement, BRMI will acquire all of the outstanding shares of Blue Ant in exchange for subordinate voting shares of BRMI on the basis of an exchange ratio of 1.25 subordinate voting shares of BRMI for each share of Blue Ant. Based on a share price of $2.25 per Blue Ant share and the exchange ratio, the implied consideration under the transaction is $1.80 per BRMI share, which represents a 125-per-cent premium compared to last Friday’s $0.80 closing price of BRMI’s shares on the Toronto Stock Exchange (TSX).
The news of Blue Ant’s reverse takeover of BRMI comes on the fourth anniversary of the latter’s initial public offering, when it first began trading March 24, 2021 on the TSX at an opening price of $8.50 per share. In the past year, BRMI’s shares have traded as low as $0.56.
Following closing of the transaction, the resulting company will change its name to Blue Ant Media Corporation and, subject to regulatory approval, its shares will continue to be listed and trade on the TSX.
As a result of the transaction, Blue Ant’s shareholders are expected to own approximately 73.5 per cent, and BRMI’s shareholders approximately 26.5 per cent, of the new company’s subordinate voting shares. However, Blue Ant may engage in a private placement prior to closing to raise additional equity, which if completed would reduce the above ownership percentages.
Under the reverse takeover (RTO), the new company will inherit from BRMI three Canadian production businesses: unscripted studios Insight Productions and Proper Television, and animation-focused studio Jam Filled Entertainment.
As part of the transaction, the new company will also receive substantial financial assets, including: a minimum cash balance of C$25.5 million and normalized net working capital; US$11.6 million (approximately C$17 million) in cash from the monetization of BRMI’s minority stake in The Initial Group, which is being acquired by Blue Ant shareholder Fairfax Financial Holdings Limited; a C$18 million vendor takeback promissory note, guaranteed by Fairfax, related to the management buyout of certain BRMI assets; and a value assurance payment of up to C$34.7 million based on the financial performance of the three production companies acquired for the year ending Dec. 31, 2025.
Blue Ant CEO Michael MacMillan will be appointed CEO of the new company, and Brad Martin, Blue Ant’s current chair, will be appointed chair of the board of directors. As Blue Ant owns certain Canadian broadcasting assets, in order to maintain Canadian control over the new company, and consistent with his existing position in Blue Ant, MacMillan will have voting control of approximately 77.5 per cent of the total votes (assuming there is no additional equity offering) over the new company including via ownership of 100 per cent of the company’s multiple voting shares.
“This is an opportunistic moment for Blue Ant to go public, paving the way for long-term value creation,” MacMillan said in a statement. “We are confident that this transaction will unlock significant value for all shareholders. Through the combination of our public listing, a strengthened balance sheet, and significant net cash post-transaction, we believe that we are strategically positioned for profitable global growth, both organically and through M&A.”
The transaction between Blue Ant and BRMI is happening concurrently with BRMI selling Boat Rocker Studios to a privately owned company controlled by BRMI co-founders and co-executive chairmen Ivan Schneeberg and David Fortier and BRMI CEO John Young (IDJCo). This management buyout includes all of BRMI’s global scripted, unscripted, and kids and family television production, distribution, brand and franchise management, creative and venture partnerships, and content investment business (excluding Insight Productions, Proper Television, and Jam Filled Entertainment), as well as the Boat Rocker name and brand. Immediately following the closing of this management buyout, which is expected to close in June 2025 pending shareholder and regulatory approvals, IDJCo will carry on business as Boat Rocker.
Schneeberg, Fortier and Young, each of whom are significant shareholders of BRMI, have agreed to vote in support of the Blue Ant-BRMI transaction and, on the closing, will resign as directors and officers of BRMI and convert their existing multiple voting shares of BRMI into subordinate voting shares of the new company resulting from the RTO transaction. In addition, the current board of BRMI (other than Ellis Jacob) will resign on closing of the RTO.
